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UK Company Law

This page covers selected developments in UK companies legislation, prospective legislation and related matters of professional concern to accountants in practice, industry or commerce.

Information on this page is open to the public but may include links to material where access is limited to members or certain members of ICAEW.

Current issues

Tech 02/17 BL - ICAEW and ICAS Guidance on realised and distributable profits under the Companies Act 2006

This Technical Release provides guidance on realised and distributable profits under the Companies Act 2006 (as amended) (the Act) and all relevant statutory instruments made under the Act. Its purpose is to identify, interpret and apply the principles relating to the determination of realised profits and losses for the purposes of making distributions under the Act.

It is based on the guidance previously issued as TECH 02/10 in October 2010 but has been updated as proposed in TECH 05/16 which was issued for comment in March 2016. For the convenience of users, paragraph numbering has been kept consistent with TECH 02/10 so far as possible and consequently some paragraph numbers are not used where material has been deleted or moved.

Versions of this guidance marked-up to show the changes from TECH 02/10 and TECH 05/16 are available from these links Tech 02/10 v Tech 02/17BL and Tech 05/16BL v Tech 02/17BL.

The Small Business, Enterprise and Employment Act 2015

The Small Business, Enterprise and Employment Act 2015 made significant changes to UK company law. In particular companies (and Limited Liability Partnerships) will be required to keep a register of certain significant controllers (PSC register) from 6 April 2016 and to file related information with Companies House from 30 June 2016.

NOTE: Government has announced changes to the regime to take effect from 26 June 2017 as summarised in a Companies House press release available here. The changes extend the PSC register regime to some previously exempt companies and more corporate forms and requires the PSC register to be updated within 14 days of a change and filings to be made. The following guidance has not yet been updated to reflect these changes and readers should check on current status of the law and take any changes into account in using this guidance in the meantime.

The Department for Business Innovation and Skills has issued various forms of guidance in connection with the new regime, including a summary for companies and detailed guidance for companies.

The legislation follows government consultations on trust and transparency during which ICAEW raised a number of concerns about the likely effectiveness of the regime and its burdens on business (in particular Rep 125-13 on trust and transparency and Rep 162/14 and Rep 99/15 on the PSC register).

ICAEW briefings and responses to company law consultations

Other ICAEW company law publications

TECH 07/13BL Exemption for audit by parent guarantee
28 Jun 2013
ICAEW’s Company Law Subcommittee provides guidance on audit exemption by parent guarantee.

TECH 01/11 Guidance for directors on accounting records under the Companies Act 200
27 Jan 2011
Guidance on the meaning and application of the 'adequate accounting records' requirement in section 386.

TECH 03/10 Comparison of Tech 02/10 with 01/09
01 Oct 2010
Guidance on distributable profits. An annotated version of TECH 02/10 showing changes made to TECH 01/09 following consultation on draft guidance.

TECH 02/10 Distributable Profits
01 Oct 2010
Guidance on the determination of realised profits and losses in the context of distributions under the Companies Act 2006.

TECH 06/08 Financial & Accounting Duties and Responsibilities of Directors
01 Oct 2008
Guidance on directors' duties and responsibilities of a financial or accounting nature.